Common use of Accounting Terms; Changes in GAAP Clause in Contracts

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis. (b) Unless otherwise indicated, all financial statements of the Borrower and the Parent, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the audited financial statements delivered to the Administrative Agent for the fiscal year ended December 31, 2013 pursuant to Section 3.1(j)(iii), except as provided in Section 6.7. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing the financial statements referred to in Section 4.4. For the avoidance of doubt, references in this Agreement or in any other Credit Document to a Person’s consolidated financial statements, financial position, financial condition, liabilities, etc. refer to the consolidated financial statements, financial position, financial condition, liabilities, etc. of such Person and its properly consolidated Subsidiaries (or subset thereof if expressly provided herein) which eliminate offsetting intercompany transactions. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board of Majority Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agent, the Lenders and the Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect preserve the original intent thereof in light of such change, with change in GAAP (subject to the desired result that approval of the criteria for evaluating the financial condition of Borrower and its Subsidiaries the Majority Lenders); provided that, until so amended, (determined on a Consolidated basisi) such ratio or requirement shall continue to be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, therein and (ii) without the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to any treatment of Indebtedness such change in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofGAAP.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Initial Financial Statements. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing the Initial Financial Statements. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board of Majority Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agent, the Lenders and the Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect such change, with preserve the desired result that the criteria for evaluating the financial condition original intent thereof in light of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such change had not been made. Until covenants, standards, ratio or terms of this Agreement are amended requirement shall continue to be computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in accounting principlesGAAP. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness Debt in a reduced or bifurcated manner as described therein, and such Indebtedness Debt shall at all times be valued at the full stated principal amount thereofthereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease.

Accounting Terms; Changes in GAAP. (a) All accounting terms used herein which are not specifically expressly defined in this Agreement shall be construed have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, all computations made pursuant to this Agreement shall be made in accordance with GAAP, and all financial statements shall be prepared in accordance with GAAP. If GAAP applied is changed such that unitholders’ equity of the Trust as shown on the consolidated balance sheet of the Trust as at the date hereof is recharacterized as a consistent basisnon-equity item, then Consolidated Unitholders’ Equity will be determined on the basis of GAAP as in effect immediately prior to such recharacterization and, for certainty, such unitholders’ equity as so recharacterized shall not be included as part of Consolidated Total Debt. In addition, if GAAP is changed to reclassify operating leases to capital leases, then the accounting treatment of all such leases will be determined based on GAAP in effect immediately prior to such reclassification. (b) Unless otherwise indicated, all financial statements For purposes of the Borrower and the Parent, all calculations for determining compliance with the financial covenants contained in this Agreement, and all calculations any election by the Company to measure an item of Debt using fair value (as permitted by Statement of Financial Accounting Standards No. 159, International Accounting Standard 39 or any amounts to be calculated under the definitions in Section 1.01 similar accounting standard) shall be based upon the Consolidated accounts of the Borrower, the Parent disregarded and their respective Subsidiaries (such determination shall be made as applicable) in accordance with GAAPif such election had not been made. (c) If any changes in accounting principles after the Closing Date required by GAAP Company or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, Required Holders determine at any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order time that any amount required to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (be determined on a Consolidated basis) shall hereunder would be the same after such change as materially different if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and amount were determined in accordance with accounting principles with: (i) GAAP applied by the Company in respect of its financial statements on the date hereof (“Old GAAP”), rather than (ii) GAAP subsequently in effect prior in Canada and applied by the Company in respect of its financial statements (including the adoption of IFRS) and utilized for purposes of determining such amount, then written notice of such determination shall be delivered by the Company to such change the holders, in accounting principlesthe case of a determination by the Company, or by the Required Holders to the Company and the other holders, in the case of a determination by the Required Holders. (d) Notwithstanding any other provision contained herein, all terms of If the Company adopts a change in an accounting policy in the preparation of its financial statements in order to conform to accounting recommendations, guidelines, or financial nature used herein shall be construedsimilar pronouncements, or legislative requirements, and all computations of amounts and ratios referred such change could reasonably be expected to herein shall be made adversely affect (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (the rights of, or any other Accounting Standards Codification the protections afforded to, the holders hereunder or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) the position of either the Company or of the holders hereunder, the Company shall so notify the holders, describing the nature of the change and its effect on the current and immediately prior year’s financial statements in accordance with Old GAAP and in detail sufficient for the holders to make the determination required of them in the following sentence. If either the Company or the Required Holders determine at any time that such change in accounting policy results in an adverse change either (A) in the rights of, or protections afforded to, the holders intended to be derived, or provided for, hereunder or (B) in the position of either the Company or of the holders hereunder, written notice of such determination shall be delivered by the Company to the holders, in the case of a determination by the Company, or by the Required Holders to the Company and the other holders, in the case of a determination by the Required Holders. (e) The written notice to be provided pursuant to Section 23.3(c) or Section 23.3(d) by the Company or the holders (as the case may be) shall include a proposal with respect to the change in Old GAAP or such change in accounting policy, as the case may be, on how to preserve and protect the intended rights of, or protections afforded to, the holders on the date hereof or the position of the Company or the holders (as the case may be) and thereafter the Company and the holders shall in good faith negotiate to execute and deliver an amendment or amendments to this Agreement in order to preserve and protect the intended rights of, or protections afforded to, the holders on the date hereof or the position of the Company or the holders (as the case may be); provided that, until this Agreement has been amended in accordance with the foregoing, then for all purposes hereof, the applicable changes from Old GAAP or in accounting (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Company’s prior accounting policy. For the purposes of this Section 23.3(e), the Company and the holders acknowledge that the amendment or amendments to this Agreement are to provide substantially the same rights and protections to the holders as is intended by this Agreement on the date hereof. Until the Company and the Required Holders mutually agree (in their respective sole discretions, without giving effect any obligation to so agree) on such amendment or amendments to the Agreement, the Company shall continue to determine amounts required under this Agreement in accordance with Old GAAP and, for all purposes hereof, the applicable changes from Old GAAP or in accounting (as the case may be) shall be disregarded hereunder and any treatment of Indebtedness in respect of convertible debt instruments amount required to be determined hereunder shall, nevertheless, continue to be determined under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, Old GAAP and such Indebtedness shall at all times be valued at the full stated principal amount thereofCompany’s prior accounting policy.”

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Financial Statements. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, Agreement and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(cGAAP (or in compliance with the regulations promulgated by the United States Securities and Exchange Commission regarding financial reporting) and consistent with the principles applied in preparing the Financial Statements. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Majority Banks shall so request, the Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Banks); provided that, until so amended, (i) such covenants, standards and terms ratio or requirement shall continue to be computed and determined in accordance with accounting principles in effect GAAP prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, therein and (ii) without the Borrower shall provide to the Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoing, if any treatment of Indebtedness change in respect of convertible debt instruments under Accounting Standards Codification 470-20 (GAAP would recharacterize an operating lease as a Capital Lease, or any other Accounting Standards Codification or Financial Accounting Standard having treat a similar result or effect) to value any new lease that except for such Indebtedness in change would have been characterized as an operating lease, as a reduced or bifurcated manner as described thereinCapital Lease, and such Indebtedness change shall at all times be valued at the full stated principal amount thereofdisregarded.

Accounting Terms; Changes in GAAP. (a) All accounting and financial terms used herein and not specifically otherwise defined in this Agreement herein and the compliance with each covenant contained herein which relates to financial matters shall be construed determined in accordance with GAAP applied by the Borrower on a consistent basis. , except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Closing Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with the covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute meaningful criteria for evaluating the matters addressed thereby prior to such change in GAAP (ba) Unless otherwise indicated, all financial statements of the Borrower and the ParentRequired Lenders agree, all calculations for compliance with covenants within the 60‑day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement, and all calculations of any amounts Agreement in order to be calculated under modify the definitions defined terms set forth in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results covenants set forth in a change in the method of calculation ofArticle VI, or affects both, in such respects as shall reasonably be deemed necessary by the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result Required Lenders that the criteria for evaluating the financial condition of matters addressed by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Borrower and its Subsidiaries (determined on a Consolidated basis) shall be deemed to be in compliance with such covenants during the same after 60-day period following any such change as if such change had not been made. Until covenants, standardschange, or terms until the earlier date of this Agreement are amended execution of such amendment, if and to the extent that the Borrower would have been in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles compliance therewith under GAAP as in effect immediately prior to such change in accounting principles. (d) Notwithstanding change; provided, however, that for the avoidance of doubt, any lease that was accounted for by the Borrower or the Subsidiaries as an operating lease as of the Closing Date and any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of lease entered into after the Closing Date by the Borrower or any Subsidiary at “fair value”, shall be accounted for as defined therein, an operating lease and (ii) without giving effect not a capital lease to any treatment the extent that such lease would have been characterized as an operating lease as of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofClosing Date.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Initial Financial Statements. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing the Initial Financial Statements. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board of Required Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agent, the Lenders and the Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect such change, with preserve the desired result that the criteria for evaluating the financial condition original intent thereof in light of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such change had not been made. Until covenants, standards, ratio or terms of this Agreement are amended requirement shall continue to be computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in accounting principlesGAAP. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness Debt in a reduced or bifurcated manner as described therein, and such Indebtedness Debt shall at all times be valued at the full stated principal amount thereofthereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date (as defined in the Existing Credit Agreement) in accordance with GAAP and any similar lease entered into after the Effective Date (as defined in the Existing Credit Agreement) by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease; provided that, notwithstanding the foregoing, all financial statements of the Credit Parties with respect to operating leases shall be calculated as required by and in accordance with GAAP.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis. (ba) Unless otherwise indicated, all financial statements of the Borrower and the Parent, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (cb) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of the Parent and Borrower and its their respective Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c1.3(b), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (dc) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 825‑10‑25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent, the Borrower or any Subsidiary of their respective Subsidiaries at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 470‑20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofthereof and (iii) without giving effect to any change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, the Proposed Accounting Standards Update, Leases (Topic 842), issued by the Financial Accounting Standards Board on May 16, 2013, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the date hereof.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis. (b) Unless otherwise indicated, all financial statements of the Borrower and the Parent, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided herein, all accounting terms not specifically defined in this Agreement used herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent basis. (b) Unless otherwise indicated, all with those used in the preparation of the latest financial statements furnished to the Lenders hereunder. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Majority Lenders shall so request, the Administrative Agent, the Lenders and the ParentBorrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, all calculations for compliance with covenants in this Agreementuntil so amended, and all calculations of any amounts (a) such ratio or requirement shall continue to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) computed in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting principles. (d) terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated subsidiaries. Notwithstanding the foregoing or any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification Loan Document, any lease that would have been characterized, classified or Financial Accounting Standard having reclassified as an operating lease in accordance with GAAP prior to the date of Holding’s adoption of ASC 842 (and related interpretations) (whether or not such lease was in effect on such date) shall be deemed not to constitute a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined thereinCapital Lease, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness lease shall be, for all purposes of this Agreement and the other Loan Documents, treated as though it were reflected on Holdings’ consolidated financial statements in a reduced or bifurcated the same manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofan Operating Lease would have been reflected prior to Holdings’ adoption of ASC 842.

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided herein, all accounting and financial terms used herein and not specifically otherwise defined in this Agreement herein and the compliance with each covenant contained herein which relates to financial matters shall be construed determined in accordance with GAAP as in effect from time to time; provided that, if WIL-Ireland notifies the Administrative Agent that WIL-Ireland requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies WIL-Ireland that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied on a consistent basisimmediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) Unless otherwise indicated, all financial statements of Notwithstanding anything to the Borrower and the Parent, all calculations for compliance with covenants contrary in this AgreementAgreement or any other Loan Document, and all for purposes of calculations made pursuant to the terms of this Agreement or any amounts other Loan Document, GAAP will be deemed to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (treat leases that would have been classified as applicable) operating leases in accordance with GAAPgenerally accepted accounting principles in the United States as in effect on December 31, 2015 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on December 31, 2015, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower WIL-Ireland or any Subsidiary at “fair value”, as defined therein, therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (d) All pro forma computations required to be made hereunder giving effect to any acquisition or Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred, unless otherwise expressly provided hereunder, on the first day of the period of four consecutive Fiscal Quarters ending with the most recent Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 7.01(a) or Section 7.01(b) (including under the Existing Credit Agreement), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).

Accounting Terms; Changes in GAAP. (a) All accounting and financial terms used herein and not specifically otherwise defined in this Agreement herein and the compliance with each covenant contained herein which relates to financial matters shall be construed determined in accordance with GAAP applied by the Borrower on a consistent basis. , except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Effective Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with the covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute meaningful criteria for evaluating the matters addressed thereby prior to such change in GAAP (ba) Unless otherwise indicated, all financial statements of the Borrower and the ParentRequired Lenders agree, all calculations for compliance with covenants within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement, and all calculations of any amounts Agreement in order to be calculated under modify the definitions defined terms set forth in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results covenants set forth in a change in the method of calculation ofArticle VI, or affects both, in such respects as shall reasonably be deemed necessary by the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result Required Lenders that the criteria for evaluating the financial condition of matters addressed by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Borrower and its Subsidiaries (determined on a Consolidated basis) shall be deemed to be in compliance with such covenants during the same after 60-day period following any such change as if such change had not been made. Until covenants, standardschange, or terms until the earlier date of this Agreement are amended execution of such amendment, if and to the extent that the Borrower would have been in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles compliance therewith under GAAP as in effect immediately prior to such change in accounting principles. (d) Notwithstanding change; provided, however, that for the avoidance of doubt, any lease that was accounted for by the Borrower or the Subsidiaries as an operating lease as of the Effective Date and any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of lease entered into after the Effective Date by the Borrower or any Subsidiary at “fair value”, shall be accounted for as defined therein, an operating lease and (ii) without giving effect not a capital lease to any treatment the extent that such lease would have been characterized as an operating lease as of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofEffective Date.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the financial statements delivered to the Administrative Agent for the fiscal year ended December 31, 2012 as required under Section 5.2 of the Existing Agreement. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Restricted Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing the Borrower’s financial statements referred to in Section 4.4. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board of Majority Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agent, the Lenders and the Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect preserve the original intent thereof in light of such change, with change in GAAP (subject to the desired result that approval of the criteria for evaluating the financial condition of Borrower and its Subsidiaries the Majority Lenders); provided that, until so amended, (determined on a Consolidated basisi) such ratio or requirement shall continue to be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoing, any treatment of Indebtedness in respect of convertible debt instruments lease that was treated as an operating lease under Accounting Standards Codification 470-20 GAAP at the time it was entered into and that later becomes a Capital Lease (or is treated for accounting purposes substantially similar to that of a Capital Lease) as a result of the change in GAAP that occurs upon a conversion to International Financial Reporting Standards during the life of such lease, including any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner renewals, shall be treated as described therein, and such Indebtedness shall at an operating lease for all times be valued at the full stated principal amount thereofpurposes under this Agreement.

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided herein, all accounting and financial terms used herein and not specifically otherwise defined in this Agreement herein and the compliance with each covenant contained herein which relates to financial matters shall be construed determined in accordance with GAAP as in effect from time to time; provided that, if Parent notifies the Administrative Agent that Parent requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Parent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied on a consistent basisimmediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) Unless otherwise indicated, all financial statements of Notwithstanding anything to the Borrower and the Parent, all calculations for compliance with covenants contrary in this AgreementAgreement or any other Loan Document, and all for purposes of calculations made pursuant to the terms of this Agreement or any amounts other Loan Document, GAAP will be deemed to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (treat leases that would have been classified as applicable) operating leases in accordance with GAAPgenerally accepted accounting principles in the United States as in effect on December 31, 2018 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on December 31, 2018, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower Parent or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (d) All pro forma computations required to be made hereunder giving effect to any acquisition or Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred, unless otherwise expressly provided hereunder, on the first day of the period of four consecutive Fiscal Quarters ending with the most recent Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 7.01(a) or Section 7.01(b) and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided herein, all accounting terms not specifically defined in this Agreement used herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent basis. with those used in the preparation of the latest financial statements furnished to the Lenders hereunder. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of any financial information furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) Unless otherwise indicated, all the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of the Borrower such ratio or requirement made before and the Parentafter giving effect to such change in GAAP. In addition, all calculations for compliance with covenants and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated subsidiaries. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, and all for purposes of calculations of any amounts made pursuant to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c)or any other Loan Document, such covenants, standards and terms shall GAAP will be computed and determined in accordance with deemed to treat leases that would have been classified as operating leases under generally accepted accounting principles in the United States of America as in effect prior to such change on December 31, 2017 in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of manner consistent with the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness such leases under generally accepted accounting principles in respect the United States of convertible debt instruments under Accounting Standards Codification 470-20 (America as in effect on December 31, 2017, notwithstanding any modifications or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofinterpretive changes thereto that may occur thereafter.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Initial Financial Statements. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing the Initial Financial Statements. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board of Majority Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agent, the Lenders and the Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect such change, with preserve the desired result that the criteria for evaluating the financial condition original intent thereof in light of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such change had not been made. Until covenants, standards, ratio or terms of this Agreement are amended requirement shall continue to be computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in accounting principlesGAAP. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness Debt in a reduced or bifurcated manner as described therein, and such Indebtedness Debt shall at all times be valued at the full stated principal amount thereofthereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date in accordance with GAAP and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease; provided that, notwithstanding the forgoing, all financial statements of the Credit Parties with respect to operating leases shall be calculated as required by and in accordance with GAAP.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP GAAP, applied on a consistent basisbasis with those applied in the preparation of consolidated financial statements delivered under the Original Credit Agreement prior to the Restatement Date, but in any event, all prepared in accordance with GAAP and as delivered to Administrative Agent. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Restricted Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing Borrower financial statements referred to in Section 4.4. For the avoidance of doubt, references in this Agreement or in any other Credit Document to a Person's consolidated financial statements, financial position, financial condition, liabilities, etc. refer to the consolidated financial statements, financial position, financial condition, liabilities, etc. of such Person and its properly consolidated Restricted Subsidiaries (or subset thereof if expressly provided herein) which eliminate offsetting intercompany transactions. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either Borrower or the Financial Accounting Standards Board of Majority Lenders shall so request, Administrative Agent, the American Institute of Certified Public Accountants or similar agencies results Lenders and Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect preserve the original intent thereof in light of such change, with change in GAAP (subject to the desired result that the criteria for evaluating the financial condition approval of Borrower and its Subsidiaries the Majority Lenders); provided that, until so amended, (determined on a Consolidated basisi) such ratio or requirement shall continue to be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, therein and (ii) without Borrower shall provide to Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoing, any treatment of Indebtedness in respect of convertible debt instruments lease that was treated as an operating lease under Accounting Standards Codification 470-20 GAAP at the time it was entered into and that later becomes a Capital Lease (or is treated for accounting purposes substantially similar to that of a Capital Lease) as a result of the change in GAAP that occurs during the life of such lease, including any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner renewals, shall be treated as described therein, and such Indebtedness shall at an operating lease for all times be valued at the full stated principal amount thereofpurposes under this Agreement.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Financial Statements delivered to the Administrative Agent for the fiscal year ending December 31, 2016. Notwithstanding the foregoing, for all purposes of this Agreement, including the construction of relevant accounting terms, changes to GAAP resulting from the currently proposed changes to FASB ASC Topic 606, Revenue from Contracts with Customers, shall, once adopted and in effect, be deemed to apply automatically to this Agreement without the requirement of any modification or amendment hereto. (ba) Unless otherwise indicated, all financial statements Financial Statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing the Borrower’s Financial Statements referred to in Section 4.4(a). (cb) If any changes change in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards covenants or terms found in interpretation of related provisions of this AgreementAgreement or any other Credit Document, then the parties shall enter into Borrower, Administrative Agent and diligently pursue negotiations in order each Lender agree to amend such financial covenants, standards or terms provisions of this Agreement so as to equitably reflect such change, changes in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change in GAAP as if such change had not been made. Until covenants, standardsprovided that, or terms notwithstanding any other provision of this Agreement, the Requisite Lenders’ agreement to any amendment of such provisions shall be sufficient to bind all Lenders; provided further, until such time as the financial covenants and the related provisions of this Agreement are have been amended in accordance with the terms of this Section 1.3(csubsection 1.3(b), such covenants, standards the calculations of financial covenants and terms the interpretation of any related provisions shall be computed calculated and determined interpreted in accordance with accounting principles GAAP as in effect immediately prior to such change in accounting principlesGAAP. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Initial Financial Statements. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing the Initial Financial Statements. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board of Required Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agent, the Lenders and the Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect such change, with preserve the desired result that the criteria for evaluating the financial condition original intent thereof in light of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such change had not been made. Until covenants, standards, ratio or terms of this Agreement are amended requirement shall continue to be computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in accounting principlesGAAP. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness Debt in a reduced or bifurcated manner as described therein, and such Indebtedness Debt shall at all times be valued at the full stated principal amount thereofthereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of December 31, 2018 in accordance with GAAP and any similar lease entered into after December 31, 2018 by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease; provided that, notwithstanding the foregoing, all financial statements of the Credit Parties with respect to operating leases shall be calculated as required by and in accordance with GAAP.

Accounting Terms; Changes in GAAP. Unless otherwise set forth herein, (a) All all accounting terms not specifically or completely defined in this Agreement herein shall be construed in accordance with GAAP conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted hereunder shall be prepared in conformity with, GAAP, as in effect from time to time, applied on a consistent basis. (b) Unless otherwise indicatedbasis and in a manner consistent with that used in preparing the pre-Closing financial statements. Together with each Compliance Certificate, all financial statements Borrower will provide a written summary of any changes in GAAP that materially impact the calculation of the Borrower and the Parent, all calculations for compliance with financial covenants in this Agreement, and ; (b) all calculations of any amounts to be calculated under the definitions in Section 1.01 financial statements delivered hereunder shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) prepared without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, FASB ASC 825 and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification FASB ASC 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities at the fair value thereof (c) if any such Indebtedness change in a reduced GAAP would affect the calculation of any financial ratio or bifurcated manner as described thereinrequirement set forth in any Loan Document, and Borrower or the Agent requests, the Agent and Borrower shall negotiate in good faith to amend such Indebtedness ratio or requirement to preserve the original intent thereof in light of such change, provided that, until so amended, (i) such ratio or requirement shall at all times continue to be valued at calculated under GAAP prior to such change therein and (ii) Borrower shall provide to the full stated principal amount thereofAgent financial statements and other documents required hereunder or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; (d) Any financial ratios required to be maintained by Borrower hereunder shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number); and (e) for the purposes of Section 13, a breach of a financial covenant in this Agreement shall be deemed to have occurred as of any date of determination by the Agent and as of the last day of any specified measurement period regardless of whether or when the financial statements reflecting such breach are delivered to the Agent.

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided herein, all accounting terms not specifically defined in this Agreement used herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent basis. with those used in the preparation of the latest financial statements furnished to the Lenders hereunder. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (b) Unless otherwise indicated, all the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of the Borrower such ratio or requirement made before and the Parentafter giving effect to such change in GAAP. In addition, all calculations for compliance with covenants and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person, refer to such Person on a consolidated basis and mean such Person and its consolidated subsidiaries. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, and all for purposes of calculations of any amounts made pursuant to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c)or any other Loan Document, such covenants, standards and terms shall GAAP will be computed and determined in accordance with deemed to treat leases that would have been classified as operating leases under generally accepted accounting principles in the United States of America as in effect prior to such change on December 31, 2016 in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of manner consistent with the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness such leases under generally accepted accounting principles in respect the United States of convertible debt instruments under Accounting Standards Codification 470-20 (America as in effect on December 31, 2016, notwithstanding any modifications or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofinterpretive changes thereto that may occur thereafter.

Accounting Terms; Changes in GAAP. (a) All accounting and financial terms used herein and not specifically otherwise defined in this Agreement herein and the compliance with each covenant contained herein which relates to financial matters shall be construed determined in accordance with GAAP applied on a consistent basis. (b) Unless otherwise indicated, all financial statements of except to the Borrower and extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the ParentEffective Date, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under such that the definitions defined terms set forth in Section 1.01 shall or the covenants set forth in Article VIII would then be based upon calculated in a different manner or with different components or would render the Consolidated accounts of same not meaningful criteria for evaluating the matters contemplated to be evidenced by such covenants, (a) the Borrower, WIL-Switzerland and the Parent Lenders agree to negotiate in good faith and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations an amendment to this Agreement in order to amend conform the defined terms set forth in Section 1.01 or the covenants set forth in Article VIII, or both, in such financial covenants, standards or terms respects as shall reasonably be deemed necessary by the Required Lenders and acceptable to the Obligor Parties so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower matters contemplated to be evidenced by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and its Subsidiaries (determined on a Consolidated basisb) the Obligor Parties shall be deemed to be in compliance with such covenants until the same date of execution of such amendment, if and to the extent that the Obligor Parties would have been in compliance therewith under GAAP as in effect immediately prior to such change. Notwithstanding any change in GAAP that may occur after such change the Effective Date with respect to the accounting classification of obligations in respect of leases that would have been classified as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended operating leases in accordance with this Section 1.3(c)GAAP as in effect on the Effective Date, such covenants, standards and terms shall obligations will in no event be computed and determined deemed to constitute Indebtedness for purposes of compliance with the covenants set forth in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.Article

Accounting Terms; Changes in GAAP. Unless otherwise set forth herein, (a) All all accounting terms not specifically or completely defined in this Agreement herein shall be construed in accordance with GAAP conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted hereunder shall be prepared in conformity with, GAAP, as in effect from time to time, applied on a consistent basis. (b) Unless otherwise indicatedbasis and in a manner consistent with that used in preparing the pre-Closing financial statements. Together with each compliance certificate, all financial statements Borrower will provide a written summary of any changes in GAAP that materially impact the calculation of the Borrower and the Parent, all calculations for compliance with financial covenants in this Agreement, and ; (b) all calculations of any amounts to be calculated under the definitions in Section 1.01 financial statements delivered hereunder shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) prepared without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, FASB ASC 825 and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification FASB ASC 470-20 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof; (c) if any change in GAAP would affect the calculation of any financial ratio or requirement set forth in any Loan Document, and Borrower, Agent or the Required Lenders request, Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change (subject to the approval of the Required Lenders), provided that, until so amended, (i) such ratio or requirement shall continue to be calculated under GAAP prior to such change therein and (ii) Borrower shall provide to Agent and Lenders financial statements and other Accounting Standards Codification documents required hereunder or Financial Accounting Standard having as reasonably requested hereunder setting forth a similar reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; (d) Any financial ratios required to be maintained by Borrower hereunder shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or effectdown to the nearest number (with a rounding-up if there is no nearest number); and (e) for the purposes of Section 13, a breach of a financial covenant in this Agreement shall be deemed to have occurred as of any date of determination by Agent and as of the last day of any specified measurement period regardless of whether or when the financial statements reflecting such breach are delivered to Agent. All obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to value any such Indebtedness be treated as capitalized lease obligations in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereoffinancial statements.

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided herein, all terms of an accounting terms not specifically defined in this Agreement or financial nature shall be construed in accordance with GAAP applied on a consistent basis. (b) Unless otherwise indicatedor SAP, all financial statements of as the case may be, as in effect from time to time; provided that, if the Borrower and notifies the Parent, all calculations for compliance with covenants in this Agreement, and all calculations Lender that the Borrower requests an amendment to any provision hereof to eliminate the effect of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles change occurring after the Closing Date required by date hereof in GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants SAP or similar agencies results in a change in the method of calculation of, or affects application thereof on the results operation of such calculation of, any of provision (or if the financial covenants, standards or terms found in this Agreement, then Lender notifies the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result Borrower that the criteria Lender requests an amendment to any provision hereof for evaluating the financial condition such purpose), regardless of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same whether any such notice is given before or after such change in GAAP or SAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP or SAP as if in effect and applied immediately before such change had not shall have become effective until such notice shall have been made. Until covenants, standards, withdrawn or terms of this Agreement are such provision amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles9. (d) 02. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein to calculate compliance with Sections 6.10 shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower Holdings or any Subsidiary at “fair value”, as defined therein, therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; Changes in GAAP. (a) All Subject to Section 1.3(c), all accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Financial Statements. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, Agreement and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Effective Date are (i) required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies agencies, or (ii) recommended by the Borrower or its certified public accountants and implemented by the Borrower and such change results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this AgreementAgreement and the Borrower notifies the Agent that the Borrower requests an amendment to any provision of this Agreement to eliminate the effect of such change or (iii) if the Agent notifies the Borrower that the Agent or the Majority Banks request an amendment to any provision of this Agreement for such purpose, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the Borrower's and its Consolidated Subsidiaries' financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenantsNotwithstanding anything to the contrary contained in this Agreement, standards, or terms from the date of this Agreement are amended any such request in accordance with this Section 1.3(c)) and until such time (if ever) as such an amendment shall have been executed and delivered by the Borrower, the Agent and the Banks or the request for such an amendment has been withdrawn by the Person or Persons making such request, all financial covenants, standards and terms in this Agreement shall continue to be computed and determined calculated or construed as if such changes in accordance with accounting principles in effect prior to such change in accounting principlesrequired by GAAP or recommended by the Borrower or the Borrower's certified public accountants and implemented by the Borrower had not occurred. (d) Notwithstanding To enable the ready and consistent determination of compliance with the covenants set forth in this Agreement, neither the Borrower nor any other provision contained herein, all terms of an accounting its Subsidiaries will change the last day of its fiscal year from December 31st or financial nature used herein shall be construed, and all computations the last days of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities the first three fiscal quarters of the Borrower or any Subsidiary and its Subsidiaries in each of its fiscal years from that existing on the Closing Date unless the Borrower has given written notice to the Agent of the Borrower's intention to make such change at “fair value”, as defined therein, and (ii) without giving effect least 60 days prior to any treatment the effective date of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofchange.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). (b) Unless otherwise indicated, all financial statements of the Borrower and its Subsidiaries (including the ParentHoldco Entities), all calculations for compliance with covenants in this Agreement, Agreement and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicableincluding the Holdco Entities) in accordance with GAAPGAAP and consistent with the principles applied in the preparation of the latest financial statements furnished to the Lenders hereunder which, prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial 3rd Amended/Restated Credit Agreement Statements (it being understood that the Excluded Subsidiaries shall not be consolidated with the Borrower and its Subsidiaries (including the Holdco Entities) for purposes of calculating compliance with any financial covenants set forth in this Agreement but any amounts distributed by the Excluded Subsidiaries and any joint venture (including, without limitation, the JV Entities) directly or indirectly owned by the Borrower, any of its Subsidiaries or any Holdco Entity to the Borrower or any of its Subsidiaries (including the Holdco Entities but excluding any other Excluded Subsidiary) may be included in any such calculation to the extent such distributed amounts are so received by the Borrower and its Subsidiaries (including the Holdco Entities but excluding any other Excluded Subsidiary)). (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the American Institute Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and, as applicable, the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Certified Public Accountants such ratio or similar agencies results requirement made before and after giving effect to such change in GAAP; and provided further that if at any time any change in GAAP would require that operating leases entered into in the ordinary course of business be treated in a change in the method of calculation ofmanner similar to capital leases under GAAP, or affects the results of such calculation of, any of the all financial covenants, standards or requirements and terms found in this Agreement, then the parties Agreement shall enter into and diligently pursue negotiations in order continue to amend such financial covenants, standards be calculated or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change construed as if such change in GAAP had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards occurred and terms no operating lease shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principlestreated as a Capital Lease for any purpose hereunder. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided in this Agreement, all accounting and financial terms not specifically otherwise defined herein shall have the meanings assigned to them in this Agreement conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to Section 6.01 shall be construed prepared in accordance with GAAP as in effect at the time of such preparation. Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied on in a manner consistent basis. (b) Unless otherwise indicated, all with that used in CHAR1\1985879v4 preparing the financial statements referred to in Section 5.03. If at any time any change in GAAP would affect the computation of the Borrower and the Parent, all calculations for compliance with covenants any financial ratio or requirement set forth in this Agreementany Loan Document, and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and their respective Subsidiaries the Borrower shall negotiate in good faith to amend such definition, ratio or requirement to preserve the original intent thereof in light of such change in GAAP (as applicable) subject to the approval of the Required Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP. GAAP prior to such change therein. Notwithstanding the foregoing, for purposes of determining compliance herewith, (ca) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board Indebtedness of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basisother than Contingent Obligations) shall be deemed to be carried at 100% of the same after such change outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded and (b) any lease that is characterized as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended an operating lease in accordance with GAAP after the Borrower’s adoption of ASC 842 (regardless of the date on which such lease has been entered into) shall not be a capital or finance lease, and any such lease shall be, for all purposes of this Section 1.3(c)Agreement, such covenants, standards and terms shall be computed and determined treated as though it were reflected on the Borrower’s consolidated financial statements in accordance with accounting principles in effect the same manner as an operating lease would have been reflected prior to such change in accounting principles. Borrower’s adoption of ASC 842 (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein and shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any not constitute Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of be included in Consolidated Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofhereunder).

Accounting Terms; Changes in GAAP. (a) All Unless otherwise indicated, all calculations of financial ratios (and the financial definitions and other financial calculations used in any financial ratio whether for covenant compliance or the determination of the Applicable Margin) and all accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP in effect from time to time applied on a consistent basisbasis with those applied in the preparation of the audited Financial Statements referred to in Section 4.4, subject to clause (c) below. (b) Unless otherwise indicated, all financial statements All Financial Statements of the Borrower and the Parent, all calculations for compliance with covenants in this Agreement, Parent and all calculations of financial ratios (and the financial definitions and other financial calculations used in any amounts to be calculated under financial ratio whether for covenant compliance or the definitions in Section 1.01 determination of the Applicable Margin) shall be based upon the Consolidated consolidated accounts of the BorrowerRestricted Entities, which, for the avoidance of doubt, shall exclude (i) the accounts of any Person which would be consolidated with the Parent and their respective Subsidiaries (as applicable) in the Parent’s consolidated Financial Statements if such Financial Statements were prepared in accordance with GAAPGAAP but a majority of such Person’s Voting Securities are not owned by a Restricted Entity and (ii) the accounts of any Unrestricted Subsidiary. (c) If at any changes time any change in accounting principles after GAAP (including its treatment of operating leases and capital leases) would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the US Borrower or the Financial Accounting Standards Board of Majority Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agents, the Lenders and the US Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect such change, with preserve the desired result that the criteria for evaluating the financial condition original intent thereof in light of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such change had not been made. Until covenants, standards, ratio or terms of this Agreement are amended requirement shall continue to be computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, therein and (ii) without the US Borrower shall provide to the US Administrative Agent Financial Statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to any treatment of Indebtedness such change in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofGAAP.

Accounting Terms; Changes in GAAP. (a) All accounting and financial terms used herein and not specifically otherwise defined in this Agreement herein and the compliance with each covenant contained herein which relates to financial matters shall be construed determined in accordance with GAAP applied by the Borrower on a consistent basis. , except to the extent that a deviation therefrom is expressly stated. Should there be a change in GAAP from that in effect on the Closing Date, such that any of the defined terms set forth in Section 1.01 and/or compliance with the covenants set forth in Article VI would then be calculated in a different manner or with different components or any of such covenants and/or defined terms used therein would no longer constitute meaningful criteria for evaluating the matters addressed thereby prior to such change in GAAP (ba) Unless otherwise indicated, all financial statements of the Borrower and the ParentRequired Lenders agree, all calculations for compliance with covenants within the 60-day period following any such change, to negotiate in good faith and enter into an amendment to this Agreement, and all calculations of any amounts Agreement in order to be calculated under modify the definitions defined terms set forth in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results covenants set forth in a change in the method of calculation ofArticle VI, or affects both, in such respects as shall reasonably be deemed necessary by the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result Required Lenders that the criteria for evaluating the financial condition of matters addressed by such covenants are substantially the same criteria as were effective prior to any such change in GAAP, and (b) the Borrower and its Subsidiaries (determined on a Consolidated basis) shall be deemed to be in compliance with such covenants during the same after 60-day period following any such change as if such change had not been made. Until covenants, standardschange, or terms until the earlier date of this Agreement are amended execution of such amendment, if and to the extent that the Borrower would have been in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles compliance therewith under GAAP as in effect immediately prior to such change in accounting principles. (d) Notwithstanding change; provided, however, that for the avoidance of doubt, any lease that was accounted for by the Borrower or the Subsidiaries as an operating lease as of the Closing DateDecember 31, 2018 and any other provision contained hereinlease entered into after the Closing DateDecember 31, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of 2018 by the Borrower or any Subsidiary at “fair value”, shall be accounted for as defined therein, an operating lease and (ii) without giving effect not a capital lease to any treatment the extent that such lease would have been characterized as an operating lease as of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofClosing Datesuch date.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis. (ba) Unless otherwise indicated, all financial statements of the Borrower and the Parent, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (cb) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenantsmetrics, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenantsmetrics, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of the Parent and Borrower and its their respective Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c1.3(b), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (dc) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 825‑10‑25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent, the Borrower or any Subsidiary of their respective Subsidiaries at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 470‑20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) without giving effect to any change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, the Proposed Accounting Standards Update, Leases (Topic 842), issued by the Financial Accounting Standards Board on May 16, 2013, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the date hereof. (d) For purposes of calculating the financial metrics set forth in Article VII with respect to any period during which any Investment, material acquisition, material disposition, incurrence, assumption or repayment of Indebtedness or Restricted Payment occurs, such financial metrics shall be calculated with respect to such period on a pro forma basis, giving effect to such event as if such event occurred at the beginning of such period. Calculation of pro forma basis with respect to Section 7.03 shall be based on the most recent financial statements delivered to the Administrative Agent pursuant to Section 5.05 (or prior to the initial delivery thereof, the most recent Parent financial statements filed with the U.S. Securities and Exchange Commission), as modified by such pro forma transaction and any other pro forma transactions after the date of such financial statements but prior to the pro forma determination date.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis.basis with those applied in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). 3rd Amended/Restated Credit Agreement (b) Unless otherwise indicated, all financial statements of the Borrower and its Subsidiaries (including the ParentHoldco Entities), all calculations for compliance with covenants in this Agreement, Agreement and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicableincluding the Holdco Entities) in accordance with GAAPGAAP and consistent with the principles applied in the preparation of the latest financial statements furnished to the Lenders hereunder which, prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements (it being understood that the Excluded Subsidiaries shall not be consolidated with the Borrower and its Subsidiaries (including the Holdco Entities) for purposes of calculating compliance with any financial covenants set forth in this Agreement but any amounts distributed by the Excluded Subsidiaries and any joint venture (including, without limitation, the JV Entities) directly or indirectly owned by the Borrower, any of its Subsidiaries or any Holdco Entity to the Borrower or any of its Subsidiaries (including the Holdco Entities but excluding any other Excluded Subsidiary) may be included in any such calculation to the extent such distributed amounts are so received by the Borrower and its Subsidiaries (including the Holdco Entities but excluding any other Excluded Subsidiary)). (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the American Institute Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and, as applicable, the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Certified Public Accountants such ratio or similar agencies results requirement made before and after giving effect to such change in GAAP; and provided further that if at any time any change in GAAP would require that operating leases entered into in the ordinary course of business be treated in a change in the method of calculation ofmanner similar to capital leases under GAAP, or affects the results of such calculation of, any of the all financial covenants, standards or requirements and terms found in this Agreement, then the parties Agreement shall enter into and diligently pursue negotiations in order continue to amend such financial covenants, standards be calculated or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change construed as if such change in GAAP had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards occurred and terms no operating lease shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principlestreated as a Capital Lease for any purpose hereunder. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; Changes in GAAP. ACTIVE 214387177 (a) All Except as otherwise expressly provided herein, all accounting and financial terms used herein and not specifically otherwise defined in this Agreement herein and the compliance with each covenant contained herein which relates to financial matters shall be construed determined in accordance with GAAP as in effect from time to time; provided that, if WIL-Ireland notifies the Administrative Agent that WIL-Ireland requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies WIL-Ireland that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied on a consistent basisimmediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) Unless otherwise indicated, all financial statements of Notwithstanding anything to the Borrower and the Parent, all calculations for compliance with covenants contrary in this AgreementAgreement or any other Loan Document, and all for purposes of calculations made pursuant to the terms of this Agreement or any amounts other Loan Document, GAAP will be deemed to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (treat leases that would have been classified as applicable) operating leases in accordance with GAAPgenerally accepted accounting principles in the United States as in effect on December 31, 2015 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on December 31, 2015, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower WIL-Ireland or any Subsidiary at “fair value”, as defined therein, therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (d) All pro forma computations required to be made hereunder giving effect to any acquisition or Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred, unless otherwise expressly provided hereunder, on the first day of the period of four consecutive Fiscal Quarters ending with the most recent Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 7.01(a) or Section 7.01(b) (including under the Existing Credit Agreement), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act.

Accounting Terms; Changes in GAAP. (a) All Each accounting terms not specifically defined term used in this Agreement shall be construed in accordance with Indenture, unless otherwise defined herein, has the meaning assigned to it under GAAP applied on a consistent basisconsistently throughout the relevant period and relevant prior periods. (b) Unless otherwise indicatedIf, all after the Issue Date, (i) there occurs a material change in GAAP or (ii) the Corporation, as permitted by GAAP, adopts a material change in an accounting policy in order to more appropriately present events or transactions in its financial statements, and, in either case, such change would require disclosure under GAAP in the financial statements of the Borrower Corporation and would cause an amount required to be determined for the Parent, all calculations for compliance with covenants in this Agreement, and all calculations purposes of any amounts of the financial calculations or financial terms under the Indenture (each a "Financial Term") to be calculated under materially different than the definitions in Section 1.01 amount that would be determined without giving effect to such change, the Issuer shall be based upon notify the Consolidated accounts Trustee of such change (an "Accounting Change"). Such notice (an "Accounting Change Notice") shall describe the nature of the BorrowerAccounting Change, its effect on the Parent Corporation's current and their respective Subsidiaries (as applicable) immediately prior year's financial statements in accordance with GAAPGAAP and state whether the Corporation desires to revise the method of calculating the applicable Financial Term (including the revision of any of the defined terms used in the determination of such Financial Term) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Term will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Term. The Accounting Change Notice shall be delivered to the Trustee within 90 days of the end of the fiscal quarter in which the Accounting Change is implemented or, if such Accounting Change is implemented in the fourth fiscal quarter or in respect of an entire fiscal year, within 120 days of the end of such period. Promptly after receipt from the Corporation of an Accounting Change Notice the Trustee shall deliver to each Holder a copy of such notice. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in Corporation so indicates that it wishes to revise the method of calculation ofcalculating the Financial Term, or affects the results Issuer shall in good faith provide to the Trustee the revised method of such calculation of, any calculating the Financial Term within 90 days of the financial covenantsAccounting Change Notice and such revised method shall take effect from the date of the Accounting Change Notice. For certainty, standards or terms found except as otherwise provided herein, if no notice of a desire to revise the method of calculating the Financial Term in this Agreementrespect of an Accounting Change is given by the Corporation within the applicable time period described above, then the parties method of calculating the Financial Term shall enter into not be revised in response to such Accounting Change and diligently pursue negotiations in order all amounts to amend such financial covenants, standards or terms so as be determined pursuant to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) Financial Term shall be the same determined after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under such Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofChange.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). (b) Unless otherwise indicated, all financial statements of the Borrower and its Subsidiaries (including the ParentHoldco Entities), all calculations for compliance with covenants in this Agreement, Agreement and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicableincluding the Holdco Entities) in accordance with GAAPGAAP and consistent with the principles applied in the preparation of the latest financial statements furnished to the Lenders hereunder which, prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements (it being understood that the Excluded Subsidiaries shall not be consolidated with the Borrower and its Subsidiaries (including the Holdco Entities) for purposes of calculating compliance with any financial covenants set forth in this Agreement but any amounts distributed by the Excluded Subsidiaries and any joint venture (including, without limitation, the JV Entities) directly or indirectly owned by the Borrower, any of its Subsidiaries or any Holdco Entity to the Borrower or any of its Subsidiaries (including the Holdco Entities but excluding any other Excluded Subsidiary) may be included in any such calculation to the extent such distributed amounts are so received by the Borrower and its Subsidiaries (including the Holdco Entities but excluding any other Excluded Subsidiary)). (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the American Institute Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and, as applicable, the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Certified Public Accountants such ratio or similar agencies results requirement made before and after giving effect to such change in GAAP; and provided further that if at any time any change in GAAP would require that operating leases entered into in the ordinary course of business be treated in a change in the method of calculation ofmanner similar to capital leases under GAAP, or affects the results of such calculation of, any of the all financial covenants, standards or requirements and terms found in this Agreement, then the parties Agreement shall enter into and diligently pursue negotiations in order continue to amend such financial covenants, standards be calculated or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change construed as if such change in GAAP had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards occurred and terms no operating lease shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principlestreated as a Capital Lease for any purpose hereunder. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; Changes in GAAP. (a) All Subject to Section 1.3(c), all accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Financial Statements. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentCompany, all calculations for compliance with covenants in this Agreement, Agreement and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated accounts of the Borrower, the Parent Company and their respective its Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Effective Date are (i) required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies agencies, or (ii) recommended by the Company or its certified public accountants and implemented by the Company and such change results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this AgreementAgreement and the Company notifies the Agent that the Company requests an amendment to any provision of this Agreement to eliminate the effect of such change or (iii) if the Agent notifies the Company that the Agent or the Majority Banks request an amendment to any provision of this Agreement for such purpose, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the Company's and its Consolidated Subsidiaries' financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenantsNotwithstanding anything to the contrary contained in this Agreement, standards, or terms from the date of this Agreement are amended any such request in accordance with this Section 1.3(c)) and until such time (if ever) as such an amendment shall have been executed and delivered by the Company, the Agent and the Banks or the request for such an amendment has been withdrawn by the Person or Persons making such request, all financial covenants, standards and terms in this Agreement shall continue to be computed and determined calculated or construed as if such changes in accordance with accounting principles in effect prior to such change in accounting principlesrequired by GAAP or recommended by the Company or the Company's certified public accountants and implemented by the Company had not occurred. (d) Notwithstanding To enable the ready and consistent determination of compliance with the covenants set forth in this Agreement, neither the Company nor any other provision contained herein, all terms of an accounting its Subsidiaries will change the last day of its fiscal year from December 31st or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities the last days of the Borrower or any Subsidiary first three fiscal quarters of the Company and its Subsidiaries in each of its fiscal years from that existing on the Closing Date unless the Company has given written notice to the Agent of the Company's intention to make such change at “fair value”, as defined therein, and (ii) without giving effect least 60 days prior to any treatment the effective date of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofchange.

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided herein, all accounting terms not specifically defined in this Agreement used herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent basis. (b) Unless otherwise indicated, all with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the Borrower first financial statements under Section 5.06 hereof, shall mean the Financial Statements and the Parent, all Interim Financial Statements). All calculations made for the purposes of determining compliance with covenants this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with those used in this Agreementthe preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements and the Interim Financial Statements). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and all calculations either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of any amounts such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) computed in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (iib) without the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. In addition, all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having Person, refer to such Person on a similar result or effect) to value any consolidated basis and mean such Indebtedness in a reduced or bifurcated manner as described therein, Person and such Indebtedness shall at all times be valued at the full stated principal amount thereofits consolidated subsidiaries.

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided herein, all accounting and financial terms used herein and not specifically otherwise defined in this Agreement herein and the compliance with each covenant contained herein which relates to financial matters shall be construed determined in accordance with GAAP as in effect from time to time; provided that, if Parent notifies the Administrative Agent that Parent requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Parent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied on a consistent basisimmediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) Unless otherwise indicated, all financial statements of Notwithstanding anything to the Borrower and the Parent, all calculations for compliance with covenants contrary in this AgreementAgreement or any other Loan Document, and all for purposes of calculations made pursuant to the terms of this Agreement or any amounts other Loan Document, GAAP will be deemed to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (treat leases that would have been classified as applicable) operating leases in accordance with GAAPgenerally accepted accounting principles in the United States as in effect on December 31, 2018 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on December 31, 2018, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000800-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower Parent or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (d) All pro forma computations required to be made hereunder giving effect to any acquisition or Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred, unless otherwise expressly provided hereunder, on the first day of the period of four consecutive Fiscal Quarters ending with the most recent Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 7.01(a) or Section 7.01(b) and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the financial statements of the Borrower delivered to the Administrative Agent for the fiscal quarter ended September 30, 2020. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing the financial statements referred to in Section 4.4. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Financial Accounting Standards Board of Majority Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agent, the Lenders and the Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect such change, with preserve the desired result that the criteria for evaluating the financial condition original intent thereof in light of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such change had not been made. Until covenants, standards, ratio or terms of this Agreement are amended requirement shall continue to be computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in accounting principlesGAAP; provided, further that (A) all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as Capital Leases in the financial statements. (d) Notwithstanding anything herein to the contrary, for the purposes of calculating any other provision contained hereinof the ratios tested under Section 6.16, and the components of each of such ratios, all terms of an accounting or financial nature used herein Unrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be construedexcluded, and all computations of amounts and ratios referred to herein shall be made except (i) without giving effect for any cash dividends or distributions (in each case, to the extent, and only to the extent, such dividends or distributions are comprised of net income actually earned by such Unrestricted Subsidiary) actually paid by any election under Accounting Standards Codification 000-00-00 (Unrestricted Subsidiary or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) of its subsidiaries to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary, which shall be deemed to be Net Income to the Borrower or such Restricted Subsidiary at “fair value”, as defined therein, when actually received by it and (ii) without giving effect to any treatment the extent the liabilities of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofPerson constitute Debt.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Initial Financial Statements. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing the Initial Financial Statements. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board of Required Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agent, the Lenders and the Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect such change, with preserve the desired result that the criteria for evaluating the financial condition original intent thereof in light of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such change had not been made. Until covenants, standards, ratio or terms of this Agreement are amended requirement shall continue to be computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in accounting principlesGAAP. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness Debt in a reduced or bifurcated manner as described therein, and such Indebtedness Debt shall at all times be valued at the full stated principal amount thereofthereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date in accordance with GAAP and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease; provided that, notwithstanding the foregoing, all financial statements of the Credit Parties with respect to operating leases shall be calculated as required by and in accordance with GAAP.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the financial statements delivered to the Administrative Agent for the fiscal year ended December 31, 2010 as required under Section 5.2 of the Existing Agreement. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Restricted Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing the Borrower’s financial statements referred to in Section 4.4. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board of Majority Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agent, the Lenders and the Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect preserve the original intent thereof in light of such change, with change in GAAP (subject to the desired result that approval of the criteria for evaluating the financial condition of Borrower and its Subsidiaries the Majority Lenders); provided that, until so amended, (determined on a Consolidated basisi) such ratio or requirement shall continue to be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoing, any treatment of Indebtedness in respect of convertible debt instruments lease that was treated as an operating lease under Accounting Standards Codification 470-20 GAAP at the time it was entered into and that later becomes a Capital Lease (or is treated for accounting purposes substantially similar to that of a Capital Lease) as a result of the change in GAAP that occurs upon a conversion to International Financial Reporting Standards during the life of such lease, including any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner renewals, shall be treated as described therein, and such Indebtedness shall at an operating lease for all times be valued at the full stated principal amount thereofpurposes under this Agreement.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP and (i) until the delivery of the financial statements of Borrower for the fiscal year or such other period ending December 31, 2017, applied on a consistent basisbasis with those applied in the preparation of the consolidated financial statements of Borrower for the fiscal year ended December 31, 2016, and (ii) from and after the delivery of the financial statements of Borrower for the fiscal year ending December 31, 2017, applied on a consistent basis with those applied in the preparation of such consolidated financial statements, but in any event, all prepared in accordance with GAAP and as delivered to Administrative Agent. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Restricted Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing Borrower financial statements referred to in Section 4.4. For the avoidance of doubt, references in this Agreement or in any other Credit Document to a Person’s consolidated financial statements, financial position, financial condition, liabilities, etc. refer to the consolidated financial statements, financial position, financial condition, liabilities, etc. of such Person and its properly consolidated Restricted Subsidiaries (or subset thereof if expressly provided herein) which eliminate offsetting intercompany transactions. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either Borrower or the Financial Accounting Standards Board of Majority Lenders shall so request, Administrative Agent, the American Institute of Certified Public Accountants or similar agencies results Lenders and Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect preserve the original intent thereof in light of such change, with change in GAAP (subject to the desired result that the criteria for evaluating the financial condition approval of Borrower and its Subsidiaries the Majority Lenders); provided that, until so amended, (determined on a Consolidated basisi) such ratio or requirement shall continue to be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, therein and (ii) without Borrower shall provide to Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoing, any treatment of Indebtedness in respect of convertible debt instruments lease that was treated as an operating lease under Accounting Standards Codification 470-20 GAAP at the time it was entered into and that later becomes a Capital Lease (or is treated for accounting purposes substantially similar to that of a Capital Lease) as a result of the change in GAAP that occurs during the life of such lease, including any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner renewals, shall be treated as described therein, and such Indebtedness shall at an operating lease for all times be valued at the full stated principal amount thereofpurposes under this Agreement.

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided herein, all accounting and financial terms used herein and not specifically otherwise defined in this Agreement herein and the compliance with each covenant contained herein which relates to financial matters shall be construed determined in accordance with GAAP as in effect from time to time; provided that, if WIL-Ireland notifies the Administrative Agent that WIL-Ireland requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies WIL-Ireland that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied on a consistent basisimmediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) Unless otherwise indicated, all financial statements of Notwithstanding anything to the Borrower and the Parent, all calculations for compliance with covenants contrary in this AgreementAgreement or any other Loan Document, and all for purposes of calculations made pursuant to the terms of this Agreement or any amounts other Loan Document, GAAP will be deemed to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (treat leases that would have been classified as applicable) operating leases in accordance with GAAPgenerally accepted accounting principles in the United States as in effect on December 31, 2018 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on December 31, 2018, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower WIL-Ireland or any Subsidiary at “fair value”, as defined therein, therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Financial Statements delivered to the Agent for the fiscal year ended December 31, 2010 and delivered under Section 3.1(j), in any event, prepared in accordance with GAAP. (b) Unless otherwise indicated, all financial statements Financial Statements of the Borrower and the ParentCompany, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Company and their respective its consolidated Restricted Subsidiaries (as applicable) in accordance with GAAPGAAP and consistent with the principles of consolidation applied in preparing the Financial Statements referred to in Section 4.4. For the avoidance of doubt and unless otherwise indicated herein, references in this Agreement or in any other Credit Document to the Company’s consolidated financial statements, financial position, financial condition, liabilities, etc. refer to the consolidated financial statements, financial position, financial condition, liabilities, etc. of the Company and its properly consolidated Restricted Subsidiaries (or subset thereof if expressly provided herein) which eliminate offsetting intercompany transactions. (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Company or the Financial Accounting Standards Board of Majority Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agents, the Lenders and the Company shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect such change, with preserve the desired result that the criteria for evaluating the financial condition original intent thereof in light of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if in GAAP (subject to the approval of the Company and the Majority Lenders); provided that, until so amended, (i) such change had not been made. Until covenants, standards, ratio or terms of this Agreement are amended requirement shall continue to be computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles GAAP as in effect prior to such change therein and (ii) the Company shall provide to the Administrative Agents and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in accounting principlesGAAP. (d) Notwithstanding the foregoing clause (c), for purposes of this Agreement, any other provision contained hereinlease that was treated as an operating lease under GAAP at the time it was entered into and that later becomes a capital lease or has comparable treatment as a result of the change in GAAP that occurs upon a conversion to International Financial Reporting Standards during the life of such lease, all terms including any renewals, or any lease that is entered into after the date hereof that would have been treated as an operating lease under GAAP but that is treated as a capital lease under GAAP upon a conversion to International Financial Reporting Standards during the life of an accounting or financial nature used herein this Agreement shall be construed, and treated as an operating lease for all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election purposes under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of this Agreement including the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness assets in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any calculating, among other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described thereinthings, and such Indebtedness shall at all times be valued at the full stated principal amount thereofEBITDA.

Accounting Terms; Changes in GAAP. (a) All Subject to Section 1.3(c), all accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Financial Statements. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentCompany, all calculations for compliance with covenants in this Agreement, Agreement and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated accounts of the Borrower, the Parent Company and their respective its Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Effective Date are (i) required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies agencies, or (ii) recommended by the Company or its certified public accountants and implemented by the Company and such change results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this AgreementAgreement and the Company notifies the Administrative Agent that the Company requests an amendment to any provision of this Agreement to eliminate the effect of such change or (iii) if the Administrative Agent notifies the Company that the Administrative Agent or the Majority Lenders request an amendment to any provision of this Agreement for such purpose, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the Company’s and its Consolidated Subsidiaries’ financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenantsNotwithstanding anything to the contrary contained in this Agreement, standards, or terms from the date of this Agreement are amended any such request in accordance with this Section 1.3(c)) and until such time (if ever) as such an amendment shall have been executed and delivered by the Company, the Administrative Agent and the Lenders or the request for such an amendment has been withdrawn by the Person or Persons making such request, all financial covenants, standards and terms in this Agreement shall continue to be computed and determined calculated or construed as if such changes in accordance with accounting principles in effect prior to such change in accounting principlesrequired by GAAP or recommended by the Company or the Company’s certified public accountants and implemented by the Company had not occurred. (d) Notwithstanding To enable the ready and consistent determination of compliance with the covenants set forth in this Agreement, neither the Company nor any other provision contained herein, all terms of an accounting its Subsidiaries will change the last day of its fiscal year from December 31st or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities the last days of the Borrower or any Subsidiary first three fiscal quarters of the Company and its Subsidiaries in each of its fiscal years from that existing on the Closing Date unless the Company has given written notice to the Administrative Agent of the Company’s intention to make such change at “fair value”, as defined therein, and (ii) without giving effect least 60 days prior to any treatment the effective date of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofchange.

Accounting Terms; Changes in GAAP. (a) All accounting terms used herein which are not specifically expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, all computations made pursuant to this Agreement shall be construed made in accordance with GAAP applied on a consistent basis. (b) Unless otherwise indicated, and all balance sheets and other financial statements of the Borrower and the Parent, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.01 respect thereto shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) prepared in accordance with GAAP. ; provided, however, if (ca) If at the time of delivery of any changes financial statements pursuant to Section 7.1 the Company shall object to making computations for the purpose of determining compliance with this Agreement on the basis of any change in accounting principles GAAP after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms date of this Agreement or (b) the Required Holders shall so object in writing within 60 days after receipt of such financial statements, then in either case such computations shall be made on a basis consistent with the most recent financial statements delivered by the Company to the holders of Notes as to which no such objection shall have been made (or, prior to the delivery of the first financial statements pursuant to Section 7.1, consistent with the annual audited financial statements included in the Appendices to the Memorandum). Without limiting the generality of Section 7.1, prior to or concurrently with the delivery of financial statements reflecting any change in GAAP, the Company will give notice of such change to the holders of Notes (and for such purpose a note or explanation in reasonable detail accompanying such financial statements shall be deemed to constitute notice). The Company will also give prompt written notice to the holders of Notes in the event that the Administrative Agent or Required Lenders (as such terms are amended defined in the Bank Credit Agreement) object to determining compliance with the Bank Credit Agreement on the basis of any change in GAAP. Except as otherwise specifically provided herein, any consolidated financial statement or financial computation shall be done in accordance with this Section 1.3(c)GAAP; and, if at the time that any such statement or computation is required to be made the Company shall not have any Restricted Subsidiary, such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting mean a financial statement or a financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”computation, as defined thereinthe case may be, and (ii) without giving effect with respect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofCompany only.

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided herein, all accounting terms not specifically otherwise defined in this Agreement herein shall be construed in conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to Sections 5.01(a) and 5.01(b) shall be prepared in accordance with GAAP applied on as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.02). No change in GAAP or in the application thereof adopted by the Borrower, as the case may be, shall be given effect if such change would affect a consistent basis. (b) Unless otherwise indicated, all financial statements calculation of the Borrower and the Parent, all calculations for financial covenants set forth in Section 6.14 (or any component definitions used therein) or that measures compliance with covenants any of the provisions in this AgreementArticle VI, and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of unless the Borrower, the Parent Administrative Agent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any the Required Lenders agree to modify such provisions to reflect such changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or and, unless such provisions are modified, all financial statements, compliance certificates and similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) documents provided hereunder shall be provided together with a reconciliation between the same calculations and amounts set forth therein before and after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in giving effect prior to such change in accounting principles. (d) GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of the financial covenants set forth in Section 6.14 and all computations of amounts and ratios referred to herein shall be made (i) made, without giving effect to any election under Statement of Financial Accounting Standards Codification 000-00-00 159 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary Group Member at “fair value.” (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant or the compliance with or availability of any basket contained in this Agreement, the Interest Coverage Ratio, First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Leverage Ratio shall, in each case, be calculated with respect to such period on a Pro Forma Basis. Notwithstanding anything to the contrary herein, for any Test Period in which any contingent deferred purchase price obligations (including without limitation any earnout obligations that have not yet been determined and are not yet payable) are included as defined thereinConsolidated Total Debt for the purposes of determining the Total Leverage Ratio, then the amount of net income that would be necessary for the respective Group Member to earn in order for any such contingent deferred purchase price obligations (including without limitation any earnout obligations that have not yet been determined and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effectare not yet payable) to value any be payable during such Indebtedness in a reduced or bifurcated manner as described therein, and Test Period shall be deemed to be an addition to Consolidated Net Income for the purposes of determining the Total Leverage Ratio for such Indebtedness shall at all times be valued at the full stated principal amount thereofTest Period.

Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basisbasis with those applied in the preparation of the Initial Financial Statements. (b) Unless otherwise indicated, all financial statements of the Borrower and the ParentBorrower, all calculations for compliance with covenants in this Agreement, all determinations of the Applicable Margin, and all calculations of any amounts to be calculated under the definitions in Section 1.01 1.1 shall be based upon the Consolidated consolidated accounts of the Borrower, the Parent Borrower and their respective its Subsidiaries (as applicable) in accordance with GAAP.GAAP and consistent with the principles of consolidation applied in preparing the Initial Financial Statements. NY\6260051.12 (c) If at any changes time any change in accounting principles after GAAP would affect the Closing Date required by GAAP computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Financial Accounting Standards Board of Majority Lenders shall so request, the American Institute of Certified Public Accountants or similar agencies results Administrative Agent, the Lenders and the Borrower shall negotiate in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order good faith to amend such financial covenants, standards ratio or terms so as requirement to equitably reflect such change, with preserve the desired result that the criteria for evaluating the financial condition original intent thereof in light of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such change had not been made. Until covenants, standards, ratio or terms of this Agreement are amended requirement shall continue to be computed in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in accounting principlesGAAP. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness Debt in a reduced or bifurcated manner as described therein, and such Indebtedness Debt shall at all times be valued at the full stated principal amount thereofthereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease.

Accounting Terms; Changes in GAAP. (a) All Except as otherwise expressly provided herein, all accounting terms not specifically defined in this Agreement used herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a basis consistent basis. with those used in the preparation of the latest financial statements furnished to the Lenders hereunder (which prior to the delivery of the first financial statements under Section 5.06 hereof, shall mean the Financial Statements). Except as otherwise expressly provided herein, all calculations made for the purposes of determining compliance with this Agreement shall (a) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently with such calculations (or, prior to the delivery of the first financial statements under Section 5.06 hereof, used in the preparation of the Financial Statements), (b) Unless otherwise indicated, all financial statements of the Borrower and the Parent, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts apply to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP. (c) If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles. (d) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall (c) be made (i) calculated without giving effect to any election under made by any applicable Person to value its financial liabilities or indebtedness at the fair value thereof pursuant to the Statement of Financial Accounting Standards Codification 000-00-00 No. 159 (or any other Accounting Standards Codification similar accounting principle). If at any time any change in GAAP would materially affect the computation of any financial ratio or Financial Accounting Standard having a similar result requirement set forth herein, and either Borrower or effect) the Required Lenders shall so request, Administrative Agent, the Lenders and Borrower shall negotiate in good faith to value any Indebtedness amend such ratio or other liabilities requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Borrower Required Lenders); provided that, until so amended, (a) such ratio or any Subsidiary at “fair value”, as defined requirement shall continue to be computed in accordance with GAAP prior to such change therein, and (iib) without Borrower shall provide to Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to any treatment of Indebtedness such change in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereofGAAP.